EXHIBIT 10.2 TERM NOTE

FOR VALUE RECEIVED, NEW WORLD BRANDS, INC. , a Delaware corporation, (“Maker”), hereby unconditionally promises to pay to the order of P&S SPIRIT, LLC , a Nevada limited liability company, (“Payee”), at the offices of Payee at 2700 Lighthouse Point East, Suite 626, Baltimore, MD 21224, or at such other place as Payee or any holder hereof may from time to time designate, the principal sum of One Million Dollars ($1,000,000.00) in lawful money of the United States of America and in immediately available funds on or before January 2, 2009 (the “Maturity Date”).

Notwithstanding anything to the contrary contained herein or in the Loan Agreement (hereinafter defined), unless earlier paid in accordance with the terms and conditions of this Note, the entire unpaid principal balance of this Note and all accrued but unpaid interest shall be due and payable on the Maturity Date. The principal balance of this Note may be paid in full at any time or in part from time to time, provided, however, that all payments of principal of this Note shall be accompanied by the payment of all accrued and unpaid interest under this Note. This Note does not evidence a revolving credit.

The unpaid principal balance of this Note shall bear interest at a floating rate equal to the Prime Rate plus two percent (2.00%) per annum. The “Prime Rate” is defined as the interest rate reported from time to time in the “Money Market Rates” section of The Wall Street Journal . Any change in the interest rate hereunder as a result of a change in the Prime Rate shall become effective on the date of said announcement. Maker agrees to pay consecutive monthly installments of interest only, commencing on May 1, 2007, and continuing on the same day of each succeeding month, with a final payment of all unpaid principal and accrued but unpaid interest, late charges, and other fees and charges being due and payable on the Maturity Date, unless paid earlier as provided below.

For purposes hereof, (a) the term “Event of Default” shall mean an Event of Default as such term is defined in the Loan Agreement, and (b) the term “Loan Agreement” shall mean the Term Loan and Security Agreement, dated of even date herewith, between Maker and Payee, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated, or replaced. Unless otherwise defined herein, all capitalized terms used herein shall have the meaning assigned thereto in the Loan Agreement.

This Note is issued pursuant to and is subject to the terms and provisions of the Loan Agreement to evidence the Term Loan by Payee to Maker. This Note is secured by the Collateral described in the Loan Agreement and all notes, guarantees, security agreements, and other agreements, documents, and instruments now or at any time hereafter executed and/or delivered by Maker or any other party in connection therewith (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, renewed, extended, restated, or replaced, being collectively referred to herein as the “Financing Agreements”), and is entitled to all of the benefits and rights

thereof and of the other Financing Agreements. At the time any payment is due hereunder, at its option, Payee may charge the amount thereof to any account of Maker maintained by Payee.

If any payment of principal or interest is not made when due hereunder, or if any other Event of Default shall occur for any reason, or if the Loan Agreement shall be terminated or not renewed for any reason whatsoever, then and in any such event, in addition to all rights and remedies of Payee under the Financing Agreements, applicable law or otherwise, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively and concurrently, Payee may, a